INTERNATIONAL BUSINESS MACHINES CORP - 19 May 2022 Form 4 Insider Report for Kyndryl Holdings, Inc. (KD)

Role
10%+ Owner
Signature
/s/ Frank Sedlarcik, Vice President, Assistant General Counsel and Secretary
Issuer symbol
KD
Transactions as of
19 May 2022
Net transactions value
$0
Form type
4
Filing time
23 May 2022, 17:00:56 UTC
Previous filing
04 Nov 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KD Common stock, par value $0.01 per share Sale $311,106,427 -22,301,536 -50% $13.95 22,301,536 19 May 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KD Cash-Settled Swap Purchase $311,106,427 +22,301,536 $13.95 22,301,536 19 May 2022 Common Stock 22,301,536 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

INTERNATIONAL BUSINESS MACHINES CORP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The reporting person exchanged 22,301,536 shares of the common stock of the Issuer, together with $46 million in cash, to extinguish $357 million aggregate principal amount of indebtedness under a short-term credit facility of the reporting person in a debt-for-equity exchange.
F2 The reporting person entered into a cash-settled swap with the lender of the short-term credit facility as counterparty that established economic exposure to 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, the counterparty will deliver to the reporting person an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the reporting person will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount.